On The Improvement Of The Independent Director System In Listed Companies In China

The Independent Director System arose from the development of theories and practices of modern corporate governance. To introduce Independent Director System into listed companies in our country can contribute to establishing a reasonable and scientific corporation administrative structure, preventing internal control from insiders and protecting the rights and interests of the medium and small shareholders. Presently, both the legislation and practices of the Independent Director System are still at the first stage, owing to the defects and problems existing current Independent Director System, it can't carried out effectively, so it is impending to perfect the Independent Director System in listed Companies of our country.This thesis focuses on the analyses of the Independent Director System and its implementing quo status, has a review of some related mature international experience as to Independent Director System and in combination with the characteristics of our own puts forward several opinions about the perfection of the Independent Director System in our Country. This thesis consists of four parts as follows:Part Ⅰintroduces the conception of the independent director and analyses its features, and then the author compares the practices of the Independent Director System of our country with those of the foreign countries.Part Ⅱ focuses on the analysis of the functions of the independent director. The independent director's main function is to supervise the bigger shareholders, the managers and the inside director effectively and to protect the interests of listed companies, especially the interests of the medium and small shareholders through the establishment of constraint mechanism inside the Board of directors. Besides, the representation of all shareholders' interests, especially the interests of the medium and small shareholders and the evaluation of the managers and inside directors' work are also the functions of the independent director in our country.Part Ⅲ analyses the designing and the defect existing in the Independent Director System in our country. The author points out the problem and defects existing in the current Independent Director System such as the system of choosing the independent director, the mechanism of power and responsibility of independent director, the time and the means of independent director's working, the mechanism of incentives and restriction on independent directors, and the relation between independent director and supervisor board.Part Ⅳ focuses on how to perfect the Independent Director System of listed companies in our country. Independence is the core of Independent Director System, It is difficult for independent director to be independent completely because of the defect of the current Independent Director system. The author puts forward several opinions on how to establish the mechanism of protecting the interests of independent director and the system of guarantying the independence of independent director, meantime, the author puts forward his own opinion on how to perfect the mechanism of power and responsibility of independent director and improve the assistant system and the operating environment of Independent Director system .